TIDMGLEN
RNS Number : 3593I
Glencore PLC
20 March 2018
This press release relates to the disclosure of information that
qualified, or may have qualified, as inside information within the
meaning of Article 7(1) of the EU Market Abuse Regulation.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE
UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED), OR IN OR INTO AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR
ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW
Glencore plc
Baar, Switzerland
20, March 2018
Glencore plc announces the successful placing of $500 million
non-dilutive cash settled guaranteed convertible bonds due 2025
Glencore plc ("Glencore"), through its subsidiary Glencore
Funding LLC (the "Issuer"), announces the successful placing of an
offering of $500 million non-dilutive cash settled guaranteed
convertible bonds due 2025 (the "Bonds") guaranteed by Glencore,
Glencore International AG and Glencore (Schweiz) AG (together, the
"Guarantors"). Concurrently with the placing of the Bonds, the
Issuer purchased cash-settled call options (the "Call Options") on
shares of Glencore (the "Shares") to hedge its economic exposure to
a potential exercise of the conversion rights embedded in the
Bonds. As conversion rights in respect of the Bonds will be
cash-settled only, the issue and conversion of the Bonds will not
result in the issuance of any new shares, or the delivery of
existing shares, of Glencore or any other group company.
The net proceeds of the offering of the Bonds will be used for
general corporate purposes and for the purchase of the Call
Options.
The nominal value of each Bond is $200,000. The Bonds will not
bear interest and will be issued at an issue price of 93.25% of
their nominal value, corresponding to an annual gross yield to
maturity of 1.00%, on 27 March 2018, the expected settlement date
of the Bonds. The Bonds will be redeemed at par on 27 March 2025
unless previously redeemed or converted in accordance with their
terms. The initial conversion price will be 25% above the Share
Reference Price (as defined below).
The reference price of the Shares (the "Share Reference Price")
will be determined as the arithmetic average of the daily
volume-weighted average prices of the Shares in sterling on the
London Stock Exchange on each of the 10 consecutive trading days
commencing on (and including) 21 March 2018 (the "Share Reference
Price Period"). The initial conversion ratio of the Bonds will
correspond to the nominal value per Bond converted into sterling
and divided by the initial conversion price.
The Bonds were offered via an accelerated book building process
through a private placement to institutional investors only,
outside the United States, Australia, Canada, Japan, South Africa
or any other jurisdiction in which offers or sales of the Bonds
would be prohibited by applicable law. No prospectus, offering
circular or similar document will be prepared in respect of the
offering of the Bonds.
It is anticipated that the hedge counterparties to the Call
Options, which may include the Joint Bookrunners, will enter into
transactions to hedge their respective positions under the Call
Options through the purchase or sale of Shares or any other
transactions, on the market and off-market, at any time, and in
particular during the Share Reference Price Period and at the
conversion or redemption of the Bonds.
The Share Reference Price, initial conversion price, initial
conversion ratio and dividend threshold will be announced through a
press release at the end of the Share Reference Price Period,
expected to occur on 5 April 2018.
Application will be made for the Bonds to be admitted to trading
on the Open Market (Freiverkehr) segment of the Frankfurt Stock
Exchange and such admission to trading is expected no later than 90
days after the issue date of the Bonds.
In the context of the offering, Glencore and the Issuer will
agree to a lock-up undertaking in relation to its Shares and
equity-linked securities for a period ending 90 calendar days after
the date hereof, subject to certain exceptions and waiver by the
Global Coordinator.
BofA Merrill Lynch is acting as Sole Global Coordinator for the
offering and together with BNP PARIBAS, Barclays Bank PLC, HSBC and
J.P. Morgan Securities plc as Joint Bookrunners.
For further information please contact:
Investors
Martin Fewings t: +41 41 709 2880 m: +41 79 737 5642 martin.fewings@glencore.com
Ash Lazenby t: +41 41 709 2714 m: +41 79 543 3804 ash.lazenby@glencore.com
Media
Charles Watenphul t: +41 41 709 24 62 m: +41 79 904 33 20 charles.watenphul@glencore.com
www.glencore.com
Glencore LEI: 2138002658CPO9NBH955
Notes for Editors
Glencore is one of the world's largest global diversified
natural resource companies and a major producer and marketer of
more than 90 commodities. The Group's operations comprise around
150 mining and metallurgical sites, oil production assets and
agricultural facilities.
With a strong footprint in both established and emerging regions
for natural resources, Glencore's industrial and marketing
activities are supported by a global network of more than 90
offices located in over 50 countries.
Glencore's customers are industrial consumers, such as those in
the automotive, steel, power generation, oil and food processing
sectors. We also provide financing, logistics and other services to
producers and consumers of commodities. Glencore's companies employ
around 146,000 people, including contractors.
Glencore is proud to be a member of the Voluntary Principles on
Security and Human Rights and the International Council on Mining
and Metals. We are an active participant in the Extractive
Industries Transparency Initiative.
Disclaimer
This announcement is not a prospectus and has been made for
information purposes only and shall not constitute, or be relied
upon in connection with, an offer to buy, sell, issue, or subscribe
for, or the solicitation of an offer to buy, sell, issue, or
subscribe for, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete, and is subject to change. No reliance may
be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or
completeness.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, any securities referred to
herein to any person in the United States, Australia, Canada, South
Africa or Japan or in any jurisdiction to whom or in which such
offer or solicitation is unlawful. This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States, or for the account or benefit of U.S. persons (as
defined in Regulation S under the US Securities Act of 1933, as
amended (the "Securities Act")). The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. The securities referred to herein may not be
offered or sold in the United States, or for the account or benefit
of U.S. persons, unless registered under the Securities Act or
offered in a transaction exempt from, or not subject to, the
registration requirements of the Securities Act. The offer and sale
of the securities referred to herein have not been and will not be
registered under the Securities Act or under the applicable
securities laws of Australia, Canada, South Africa or Japan. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
No action has been taken by the Issuer, the Guarantors, or by
Merrill Lynch International, BNP PARIBAS, Barclays Bank PLC, HSBC
Bank plc or J.P. Morgan Securities plc (together, the "Managers")
or any of their respective affiliates, or any other person that
would permit an offer of the securities referred to herein or
possession or distribution of this announcement or any other
offering or publicity material relating to the securities referred
to herein in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Issuer, the Guarantors, and the Managers to inform
themselves about, and to observe, any such restrictions.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MIFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Bonds have been subject to a product approval process, which
has determined that: (i) the target market for the Bonds is
eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the
Bonds to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the Bonds (a "distributor") should take into
consideration the manufacturers' target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Bonds (by either
adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels. The target
market assessment is without prejudice to the
requirements of any contractual or legal selling restrictions in
relation to any offering of the Bonds. For the avoidance of doubt,
the target market assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Bonds.
The Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning
of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Bonds or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the Bonds or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
In addition, in the United Kingdom, this announcement is being
distributed only to, and is directed only at, persons (i) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
who fall within Article 49(2)(A) to (D) of the Order; or (iii) to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "Relevant Persons"). The information
in this announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Issuer's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions.
Forward-looking statements speak only as of the date they are made.
Each of the Issuer, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this
announcement, whether as a result of new information, future
developments or otherwise.
Any decision to purchase any of the Bonds should only be made on
the basis of an independent review by a prospective investor of the
Issuer and the Guarantors' publicly available information. None of
the Managers nor any of their respective affiliates or any of its
and their directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Issuer or any of its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith. The information contained in this announcement is
subject to change in its entirety without notice up to the closing
date.
Each prospective investor should proceed on the assumption that
it must bear the economic risk of an investment in the Bonds or the
ordinary shares notionally underlying the bonds (together with the
bonds, the "Securities"). None of the Issuer, the Guarantors, or
the Managers make any representation as to (i) the suitability of
the securities for any particular investor, (ii) the appropriate
accounting treatment and potential tax consequences of investing in
the securities or (iii) the future performance of the securities
either in absolute terms or relative to competing investments.
In connection with any offering of the Bonds, each of the
Managers and any of their respective affiliates may take up a
portion of the Bonds or the underlying shares as a principal
position and in that capacity may retain, purchase, sell or offer
to sell for their own accounts such securities and any other
securities of the Issuer or any related investments in connection
with the offering of the Bonds or otherwise. In addition, each of
the Managers and any of their respective affiliates may enter into
financing arrangements (including swaps or contracts for
differences) with investors in connection with which they may from
time to time acquire, hold or dispose of any such securities or
other investments. They do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
Merrill Lynch International, BNP PARIBAS, Barclays Bank PLC,
HSBC Bank plc and J.P. Morgan Securities plc, each of which are
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority, are acting exclusively for the Issuer and the Guarantors
and no one else in connection with the securities referred to
herein. They will not regard any other person as their respective
clients in relation to the securities referred to herein and will
not be responsible to anyone other than the Issuer for providing
the protections afforded to their respective clients, nor for
providing advice in relation to such securities, the contents of
this announcement or any transaction, arrangement or other matter
referred to herein.
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www.twitter.com/glencore
www.youtube.com/glencorevideos
Disclaimer
The companies in which Glencore plc directly and indirectly has
an interest are separate and distinct legal entities. In this
document, "Glencore", "Glencore group" and "Group" are used for
convenience only where references are made to Glencore plc and its
subsidiaries in general. These collective expressions are used for
ease of reference only and do not imply any other relationship
between the companies. Likewise, the words "we", "us" and "our" are
also used to refer collectively to members of the Group or to those
who work for them. These expressions are also used where no useful
purpose is served by identifying the particular company or
companies.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPGUQUWUPRGRU
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